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As filed with the Securities and Exchange Commission on August 12, 1997
Registration No. 333-22093
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2 TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
TeleServices International Group Inc.
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(Exact name of registrant as specified in its charter)
Florida 59-2773602
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
100 Second Avenue South, Suite 1000, St. Petersburg, Florida 33701
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(Address of Principal Executive Offices) (Zip Code)
Visitors Services, Inc. Employee Benefit and
Consulting Services Compensation Plan
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(Full title of the plan)
Robert P. Gordon, 100 Second Avenue South, Suite 1000,
St. Petersburg, Florida 33701
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(Name and address of agent for service)
(813) 895-4410
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(Telephone number, including area code, of agent for service)
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SUPPLEMENT TO
REOFFER PROSPECTUS PREPARED IN ACCORDANCE WITH THE
REQUIREMENTS OF PART I OF FORM S-3
This Post-Effective Amendment No. 2 to the Registration Statement No. 333-22093
on Form S-8 is being filed by TeleServices International Group Inc., a Florida
corporation (the "Registrant"). On February 20, 1997, the Registrant (then
known as Visitors Services International Corp.) filed a Registration Statement
on Form S-8 to register 5,000,000 shares of the Registrants common stock, par
value $0.001 ("Common Stock"), to be issued pursuant to the exercise of options
granted under the compensatory benefit plan of the Registrant's subsidiary,
Visitors Services International Corp. (then known as Visitors Services, Inc.),
entitled the "Visitors Services, Inc. Employee Benefit and Consulting Services
Compensation Plan" (the "VSI Plan"). The VSI Plan was subsequently amended
twice: first on February 28, 1997 to increase the number of shares authorized
to be issued under the VSI Plan from 5,000,000 shares to 7,500,000 shares, then
a second time on August 1, 1997 to increase the number of shares authorized to
be issued to 10,000,000 shares. However, the Registration Statement on Form
S-8 registered only 5,000,000 of the 10,000,000 shares now authorized to be
issued under the VSI Plan.
The Registrant also filed a Reoffer Prospectus in accordance with the
requirements of Part I of Form S-3 (the "Reoffer Prospectus") simultaneously
with the Registration Statement on Form S-8. At the time the Reoffer
Prospectus was filed, the names of all holders of "control securities" who
intended to resell were not known by the Registrant. In accordance with
General Instruction C.3.(a) of Form S-8, the Reoffer Prospectus referred to a
portion of the selling security holders in a generic manner, and as the names
and the amounts of securities to be reoffered become known, the Registrant
undertook to supplement the Reoffer Prospectus with such information. The
Registrant filed a Post-Effective Amendment No. 1 as a supplement to the
previously filed Reoffer Prospectus. This Post-Effective Amendment No. 2 shall
serve as an additional supplement to the Reoffer Prospectus.
SELLING SECURITY HOLDERS
As disclosed in the Supplement to the Reoffer Prospectus filed under cover of a
Post-Effective Amendment No. 1 on June 24, 1997, subsequent to the date the
Reoffer Prospectus was filed, Robert P. Gordon, Chairman and a Director of the
Registrant, was granted options under the VSI Plan: on February 28, 1997, Mr.
Gordon was granted options to acquire 1,000,000 shares of Common Stock
registered on Form S-8 and eligible for resale, at an exercise price of $2.25
per share; and on June 12, 1997 Mr. Gordon was granted options to acquire an
additional 500,000 shares of Common Stock registered on Form S-8 and eligible
for resale, at an exercise price of $2.25 per share. Mr. Gordon has since
exercised all of these options.
Subsequent to the date the Supplement to the Reoffer Prospectus was filed under
cover of a Post-Effective Amendment No. 1 to the Form S-8, on August 6, 1997
Mr. Gordon was granted additional options to acquire 1,500,000 shares of Common
Stock registered on Form S-8 and eligible for resale, at an exercise price of
$2.00 per share, which options expire on August 31, 2000. On August 8, 1997,
Mr. Gordon exercised 600,000 of these options.
Presently, Robert P. Gordon beneficially owns or controls 14,213,042 shares of
Common Stock of the Registrant (inclusive of the shares issued pursuant to
the exercise of options under the VSI Plan as discussed above). After
completion of the offering of the 5,000,000 shares registered on Form S-8 for
the VSI Plan, Mr. Gordon will beneficially own or control 50.29% of the Common
Stock of the Registrant.
The Registrant has since determined that the remaining number of shares of
Common Stock registered on Form S-8 that may be offered for resale pursuant to
the Reoffer Prospectus by persons unknown to the Registrant is up to 50,998
shares.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Post-Effective
Amendment No. 2 to the registration statement number 333-22093 on Form S-8 to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of St. Petersburg, State of Florida, on August 12, 1997.
VISITORS SERVICES INTERNATIONAL CORP.
By: /s/ Robert P. Gordon
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Robert P. Gordon, Chairman and Director
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 2 to the registration statement number 333-22093
on Form S-8 has been signed on August 12, 1997 by the following persons in the
capacities indicated.
By: /s/ Robert P. Gordon
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Robert P. Gordon, Chairman and Director
By: /s/ Stephen G. McLean
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Stephen G. McLean, Chief Executive Officer,
Director
By: /s/ Paul W. Henry
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Paul W. Henry, Secretary, Treasurer,
Director
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